Common use of Conditions to Obligation of the Buyer Clause in Contracts

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in ss.3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) the Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) the Target shall have delivered to the Buyer a certificate of affidavit to the effect that each of the conditions specified above in ss.6(a)(i)-(v) is satisfied in all material respects; (vii) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval, and Buyer shall have complied, in all respects, with the Securities Act, the Securities Exchange Act, and applicable Nevada Law; (viii)the Buyer Shares that will be issued in the Merger to the existing Target shareholders shall be validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (ix) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's President (Kirk J. Girrbach) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (x) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring issuance to Douglas A. Stepelton 100,000 xxx-xxxxxxng shares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; and (xii) all actions to be taken by the Target in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) i the representations and warranties set forth in ss.3 Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) ii the Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the ClosingClosing Date; (v) there iii no Proceeding shall not be pending before any judgmentcourt or quasijudicial or administrative agency of any federal, orderstate, decreelocal, stipulationor foreign jurisdiction wherein an unfavorable injunction, injunctionOrder, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Buyer to own or to operate the Acquired Assets (and no such injunction, Order or charge shall be in effect); iv the Seller and the Buyer shall have received, and there remains in full force and effect as of Closing, all material Consents that may be required for the proper and effective transfer of the Acquired Assets and the entry into and implementation, of the terms of this Agreement, and all material permits, licenses, authorizations and approvals that may be required for the use and operation of the Acquired Assets as of and further to Closing as the same has been used and operated by the Seller, all on terms and conditions approved by the Buyer in its discretion; such Consents, permits, licenses, authorizations and approvals shall include the Consent of the Housing and Development Board of Singapore for the transfer of the Leasehold Interest to the Buyer; the Consent of any Person having any Security Interest in respect of any of the Acquired Assets for the transfer of the Acquired Assets in the manner contemplated by this Agreement; the issue of the Certificate of Registration of Factory in favour of the Buyer for such part of the Leasehold Property to be used by the Buyer or any Person as factory or manufacturing facilities; and the issue of the use and storage of hazardous materials permit in favour of the Buyer pursuant to the Environmental Pollution Control Act (vi) Singapore Statutes); v the Target Seller shall have delivered to the Buyer a certificate of affidavit to the effect that each of the conditions specified above in ss.6(a)(i)-(vSection 6(a)(i)-(iv) is satisfied in all material respects; (vii) this Agreement and vi the Merger shall have received the Requisite Buyer Stockholder Approval, and Buyer shall have complied, in all respects, executed and entered into agreements with Xxxxxxx X. Xxxxxx and/or his respective Affiliates for the Securities Act, the Securities Exchange Act, and applicable Nevada Law; (viii)the Buyer Shares that will be issued in the Merger assignment and/or license of Intellectual Property Rights relevant to the existing Target shareholders business to be carried on by the Buyer, which agreements shall be validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (ix) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's President (Kirk J. Girrbach) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (x) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring issuance to Douglas A. Stepelton 100,000 xxx-xxxxxxng shares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; and (xii) all actions to be taken by the Target in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance acceptable to the Buyer.;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in ss.3 Section 3(a) and Section 4 above shall be true and correct in all material Material respects at and as of the Closing Date; (ivii) the Target Seller shall have performed and complied with all of its covenants hereunder in all material Material respects through the Closing; (viii) there Mercxx xxxll have procured all necessary third party consents specified in SECTION 5(B) above; (iv) no action, suit or proceeding shall not be pending or threatened before any judgmentcourt or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction wherein an unfavorable judgment order, decree, stipulation, injunction, injunction or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (C) affect adversely the right of the Buyer to own, operate or control the Mercxx Xxxres or Mercxx (xxd no such judgment order, decree, stipulation, injunction or charge shall be in effect); (viv) the Target Seller shall have delivered to the Buyer a certificate of affidavit (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in ss.6(a)(i)-(vSECTION 7(a)(i)- (iv) is satisfied in all material respects; (vi) the acquisition by the Buyer of the Mercxx Xxxres shall represent one hundred percent (100%) of the issued and outstanding capital stock of Mercxx xxx all of the Mercxx Xxxres shall be free and clear of any Security Interests or other liens, claims or encumbrances of any nature whatsoever; (vii) this Agreement the Parties and Mercxx xxxll have received all other authorizations, consents and approvals of Governmental Bodies including such authorizations, consents or approvals required under the Merger HSR Act and set forth in the Disclosure Schedule; (viii) the Buyer shall have received the Requisite Buyer Stockholder Approval, and Buyer shall have complied, in all respects, with the Securities Act, the Securities Exchange Act, and applicable Nevada Law; (viii)the Buyer Shares that will be issued in the Merger from counsel to the existing Target shareholders shall be validly issued under lawSeller an opinion with respect to the matters set forth in EXHIBIT B attached hereto, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (ix) that addressed to the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's President (Kirk J. Girrbach) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (x) that the Buyer has presented to Target a fully signed financing sources and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring issuance to Douglas A. Stepelton 100,000 xxx-xxxxxxng shares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; and (xii) all actions to be taken by the Target in connection with consummation dated as of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.Closing Date;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in ss.3 Section 4(a) and Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) the Target Seller shall have performed and complied with all of its his covenants hereunder in all material respects through the Closing; (viii) there shall not be any injunction, judgment, order, decree, stipulation, injunctionruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (viiv) the Target Seller shall have delivered to the Buyer a certificate of affidavit to the effect that each of the conditions specified above in ss.6(a)(i)-(vSection 8(a)(i)-(iii) is satisfied in all material respects; (v) the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 4(a)(ii), Section 4(b)(ii), and Section 5(c) above; (vi) the Seller and the Company shall have entered into an employment agreement pursuant to which the Seller is employed by the Company in substantially the form attached hereto as Exhibit D; (vii) [reserved.]; (viii) with respect to any consulting contract to which the Company is a party, all consents to the assignment of such contracts that are required because of this Agreement and the Merger transaction, shall have received been obtained by the Requisite Buyer Stockholder Approval, and Buyer shall have complied, in all respects, with the Securities Act, the Securities Exchange Act, and applicable Nevada Law; (viii)the Buyer Shares that will be issued in the Merger to the existing Target shareholders shall be validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities ActSeller; (ix) that the Buyer has presented shall have received from counsel to Target a fully signed the Seller an opinion in form and executed Option Agreement between substance as set forth in Exhibit C attached hereto, addressed to the Buyer's President (Kirk J. Girrbach) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock , and dated as of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (x) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring issuance to Douglas A. Stepelton 100,000 xxx-xxxxxxng shares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting servicesClosing Date; and (xiix) all actions to be taken by the Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.. The Buyer may waive any condition specified in this Section 8(a) if it executes a writing so stating at or prior to the Closing. (b)

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in ss.3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) the Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) there shall not be any judgment, order, decree, stipulation, injunction, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) the Target shall have delivered to the Buyer a certificate of affidavit to the effect that each of the conditions specified above in ss.6(a)(i)-(v) is satisfied in all material respects; (vii) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval, and Buyer shall have complied, in all respects, with the Securities Act, the Securities Exchange Act, and applicable Nevada Law; (viii)the Buyer Shares that will be issued in the Merger to the existing Target shareholders shall be validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (ix) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's President (Kirk J. GirrbachXxxxxxxx) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx xxxxxxxxg issuance to Kirk J. Girrbach 100,000 Gxxxxxxx 000,000 xxx-xxxxxxxx xxxxxx xx xxxxxy xxxxes of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (x) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the Buyer requiring xxxxxxxx xo xxxxxxxxx issuance to Gene Farmer 100,000 non-diluting shxxxx xx xxxely dxxxxxxx xxares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring Buyer requiring issuance to Douglas A. Stepelton 100,000 xxxnon-xxxxxxng diluting shares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; and (xii) all actions to be taken by the Target in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in ss.3 Section 3(a) and Section 4 above shall be true and correct in all material Material respects at and as of the Closing Date; (ivii) the Target Seller shall have performed and complied with all of its covenants hereunder in all material Material respects through the Closing; (viii) there Mercer shall not have procured all necessary third party consents specified in SECTION 5(B) above; (iv) no action, suit or proceeding shall be pending or threatened before any judgmentcourt or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction wherein an unfavorable judgment order, decree, stipulation, injunction, injunction or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (C) affect adversely the right of the Buyer to own, operate or control the Mercer Shares or Mercer (and no such judgment order, decree, stipulation, injunction or charge shall be in effect); (viv) the Target Seller shall have delivered to the Buyer a certificate of affidavit (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified above in ss.6(a)(i)-(vSECTION 7(a)(i)- (iv) is satisfied in all material respects; (vi) the acquisition by the Buyer of the Mercer Shares shall represent one hundred percent (100%) of the issued and outstanding capital stock of Mercer and all of the Mercer Shares shall be free and clear of any Security Interests or other liens, claims or encumbrances of any nature whatsoever; (vii) this Agreement the Parties and the Merger Mercer shall have received all other authorizations, consents and approvals of Governmental Bodies including such authorizations, consents or approvals required under the Requisite Buyer Stockholder Approval, HSR Act and set forth in the Disclosure Schedule; (viii) the Buyer shall have complied, in all respects, with the Securities Act, the Securities Exchange Act, and applicable Nevada Law; (viii)the Buyer Shares that will be issued in the Merger received from counsel to the existing Target shareholders shall be validly issued under lawSeller an opinion with respect to the matters set forth in EXHIBIT B attached hereto, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (ix) that addressed to the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's President (Kirk J. Girrbach) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (x) that the Buyer has presented to Target a fully signed financing sources and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmer) and the Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring issuance to Douglas A. Stepelton 100,000 xxx-xxxxxxng shares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; and (xii) all actions to be taken by the Target in connection with consummation dated as of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.Closing Date;

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval and there shall be no dissenting Target Shares; (ii) the Target shall have procured all of the third party consents specified in ss.5(b) above, if any; (iii) the representations and warranties set forth in ss.3 Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except for such failures to be true and correct as do not, in the aggregate, result in Adverse Consequences exceeding One Million Dollars ($1,000,000.00); (ivii) the Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (viii) there shall not be any injunction, judgment, order, decree, stipulation, injunction, decree or charge ruling in effect preventing consummation of any of the transactions contemplated by this Agreement; (viiv) the Target Seller shall have delivered to the Buyer a certificate of affidavit to the effect that each of the conditions specified above in ss.6(a)(i)-(vsubsections 7(a)(i)-(iii) is satisfied in all material respects; (viiv) this Agreement all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Merger Parties shall have received the Requisite Buyer Stockholder Approvalall other authorizations, consents, and Buyer shall have compliedapprovals of Governmental Authorities referred to in subsection 3(a)(ii), in all respects, with the Securities Act, the Securities Exchange Actsubsection 3(b)(iii), and applicable Nevada Law; Section 4(b) above (viii)the Buyer Shares that will be issued other than Customary Post- Closing Consents) or in the Merger to the existing Target shareholders shall be validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities Act; (ixSCHEDULE 3(a)(ii) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's President (Kirk J. Girrbach) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (x) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Buyer's Executive Vice President (Gene Farmeror SCHEDULE 4(b) and the Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock consents, approvals and waivers of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, third parties referred to in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring issuance to Douglas A. Stepelton 100,000 xxx-xxxxxxng shares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting servicesSCHEDULE 5(b)(i); and (xiivi) all actions to be taken by the Target Seller in connection with consummation of the transactions contemplated hereby and all certificates, instrumentsopinions, instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or before the Closing.

Conditions to Obligation of the Buyer. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Seller's Stockholder Approval Approval, and there the number of Dissenting Shares shall be no dissenting Target not exceed five (5) % of the number of outstanding Seller Shares; (ii) the Target Seller shall have procured all of the third party consents specified in ss.5(bSection 5(b) above, if any; (iii) the representations and warranties set forth in ss.3 Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) the Target Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) there no action, suit, or proceeding shall not be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, stipulation, injunctionruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of the Seller, (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) the Target Seller shall have delivered to the Buyer a certificate of affidavit to the effect that each of the conditions specified above in ss.6(a)(i)-(vSection 6(a)(i)-(v) is satisfied in all material respects; (vii) this Agreement and the Merger shall have received the Requisite requisite Buyer Stockholder Approvalapproval; (viii) a determination shall have been made by the Seller's legal counsel that the provisions of the Xxxx-Xxxxx-Xxxxxx Act shall not be applicable to the transactions contemplated hereby, and Buyer the Parties shall have compliedreceived all other authorizations, in all respects, with the Securities Act, the Securities Exchange Actconsents, and applicable Nevada Law; (viii)the Buyer Shares that will be issued approvals of governments and governmental agencies referred to in the Merger to the existing Target shareholders shall be validly issued under law, fully paid, non-assessable "restricted shares" as that term is defined under the Securities ActSection 5(c); (ix) that the Buyer has presented shall have received from counsel to Target a fully signed the Seller an opinion in form and executed Option Agreement between substance as set forth in Exhibit D attached hereto, addressed to the Buyer's President (Kirk J. Girrbach) xxx xxx Xxxxx xxxxxxxxx xxxxxxxx to Kirk J. Girrbach 100,000 xxx-xxxxxxxx xxxxxx xx xxxxxy tradable stock , and dated as of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting servicesthe Closing Date; (x) that the Buyer has presented to Target a fully signed and executed Option Agreement between shall have received the Buyer's Executive Vice President (Gene Farmer) and the Buyer requiring xxxxxxxx xo Gene Farmer 100,000 non-diluting shxxxx xx xxxely tradable stock of Buyer at an exercise price of $0.15/shareresignations, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; (xi) that the Buyer has presented to Target a fully signed and executed Option Agreement between the Douglas A. Stepelton and xxx Xxxxx xxxxxring issuance to Douglas A. Stepelton 100,000 xxx-xxxxxxng shares of freely tradable stock of Buyer at an exercise price of $0.15/share, exerciseable immediately upon any dilution of Buyer, post-merger, during a two year period, in exchange for consulting services; and (xii) all actions to be taken by the Target in connection with consummation effective as of the transactions contemplated hereby and all certificatesClosing, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.of